***BY REPLYING TO AXE WELLNESS, LLC’s DIRECT MESSAGE WITH “yesAxe ,” YOU ACKNOWELDGE AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS.  YOUR REPLY ACTS AS YOUR ELECTRONIC SIGNATURE AGREEING TO THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT REPLY TO AXE WELLNESS, LLC’s DIRECT MESSAGE.***

Axe Wellness, LLC, a Tennessee limited liability company with offices located at 1730 General George Patton Rd. #106, Brentwood, TN 37027 (the “Company”) desires to use and publicize Your name, identity, title, likeness, distinctive appearance, physical likeness, image, portrait, pictures, photographs (whether still or moving), screen persona, voice, vocal style, statements, gestures, mannerisms, personality, performance characteristics, biographical data, signature, social media handle, and any other indicia or imitations of identity or likeness listed, provided, referenced, or otherwise contained in the Work (all attributes, collectively, per person, a “Persona”) as contained in the content related to Company’s products or services posted on Your personal social media account (the “Work”), and to use such Work and Your Persona for advertising, promotion, and other commercial and business purposes.

For the intangible value You will gain by providing the Work and other good and valuable consideration, the receipt and sufficiency of which You hereby acknowledge, You hereby grant to Company a non-exclusive, irrevocable, royalty-free, transferable, sublicensable, worldwide, perpetual license to distribute, reproduce, sublicense, broadcast, publicly display, modify, edit, create derivative works, and otherwise use the Work and Your Persona in all media, now known or hereafter developed (including on the Internet) for advertising, promotion, publicity, trade, merchandising, packaging, public relations and media purposes and any other lawful purposes, throughout the world without further consent from or any royalty, payment, or other compensation to me.  Company will have the unlimited right to exploit the Work as it sees fit, alone or in combination with other material, including the right to alter or rearrange the Work, and You hereby acknowledge that the Work is being supplied/created for commercial or trade uses.  You hereby irrevocably waive any and all claims You may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral in the Work (as defined below).

You hereby grant to Company the right to use the Work, and Your Persona in connection with the Work, according to the terms and conditions set forth in this Content and Publicity License and Release (“Release”).

You hereby irrevocably permit, authorize, and license Company and its affiliates, successors, licensees, agents, and assigns (collectively, “Authorized Persons”) to digitize, modify, alter, edit, adapt, create derivative works, display, publicly perform, exhibit, transmit, broadcast, reproduce, exploit, sell, rent, license, otherwise use, and permit others to use the Work, including Your Persona as it appears in the Work, on a perpetual basis throughout the world and in any medium or format whatsoever now existing or hereafter created, including but not limited to, internet streaming and downloading, websites, other digital transmission methods, mobile applications, television broadcast, cablecast and satellite, home video, video on demand, radio, and print publications, on any platform including but not limited to televisions, computers, and mobile devices without further consent from or any royalty, payment, or other compensation to You.

Further, You hereby irrevocably permit, authorize, and license Company and the Authorized Persons to use Your Persona and all materials created by or on behalf of the Company that incorporate any of the foregoing (“Materials”), in connection with the Work and advertising and promotion of the Work and advertising, publicity, and promotion of the Company and its affiliates and their businesses, products, and services, on a perpetual basis throughout the world and in any medium or format whatsoever now existing or hereafter created, including but not limited to, internet streaming and downloading, websites, other digital transmission methods, mobile applications, television broadcast, cablecast and satellite, home video, video on demand, radio, and print publications, and display, point-of-sale, and other advertising and promotional materials, on any platform including but not limited to televisions, computers, and mobile devices, without further consent from or any royalty, payment, or other compensation to me.

The Company has no obligation to create or use the Work or any Materials or to exercise any rights given by this Release. You acknowledge and agree that You have no right to review or approve the Work or the Materials before they are used by the Company or at any other time, and that the Company has no liability to You for any editing or alteration of the Work, the Materials, or for any distortion or other effects resulting from the Company’s editing, alteration, or use of the Work, the Materials, or the Company’s presentation of You. Any acknowledgment or credit of me in connection with the Work, if any, shall be determined by Company in Company’s sole discretion.

To the fullest extent permitted by applicable law, You hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from the Authorized Persons’ exercise of their rights under this Release and the use and exploitation of the Work and/or the Materials, and whether resulting in whole or in part by the negligence of the Company or any other person, covenant not to make or bring any such Claim against any Authorized Persons, and forever release and discharge the Authorized Persons from liability under such Claims. You understand that Company is relying on this Release and will incur significant expense in reliance on this Release, and You agree that this Release cannot be terminated, rescinded, or modified. You waive Your right to injunctive and other equitable relief in the event of a dispute with the Company. You will not have the right to enjoin or interfere with the production, distribution, exploitation, advertising, or promotion of the Work or the Materials.

You represent and warrant to Company that You are at least eighteen (18) years of age, and You have full right, power, and authority to enter into this Release and grant the rights hereunder.  You further represent and warrant that:

(i) the Work is an original work and that You have all the rights necessary to grant the license to the Work;

(ii) the Work does not contain any material that would violate or infringe upon the rights of any person or entity, including without limitation copyrights, trademarks or rights of privacy or publicity, or that is defamatory, threatening, indecent, obscene or offensive, or that is unlawful, in violation of or contrary to any applicable laws or regulations, or which requires a license from any third party;

(iii) You have the express written consent of any identifiable persons appearing or referenced in the Work to use their Persona in the ways set out herein, including for a future commercial purpose and that, upon request, You will obtain written consent of any such persons for Company in the form identified by Company;

(iv) the Company or Authorized Persons’ use of the Work and the Materials and the rights and license granted hereunder, do not, and will not, violate any right of, or conflict with, or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from any third party is required.

You agree to defend, indemnify, and hold harmless the Company and any Authorized Persons from and against all Claims by third parties resulting from Your breach of this Release or any of the foregoing representations and warranties.

This Release is Your complete understanding regarding the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. If any term or provision of this Release is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Release or invalidate or render unenforceable such term or provision in any other jurisdiction. The Company may assign this Release and its rights hereunder, in whole or in part, to any party. This Release shall be binding on and shall inure to the benefit of the Company and our respective successors and assigns. All matters arising out of or relating to this Release shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any conflict-of-law principles. Any claim or cause of action arising under this Release may be brought only in the federal and state courts located in Davidson County, Tennessee, and You hereby irrevocably consent to the exclusive jurisdiction of such courts. You agree that You will not disclose any information about the Work without Company’s prior written consent.

THIS RELEASE PROVIDES THE COMPANY WITH YOUR ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING THE COMPANY TO PUBLICIZE AND COMMERCIALLY EXPLOIT YOUR PERSONA AS SET OUT ABOVE AND THE WORK. BY RESPONDING TO COMPANY’S DIRECT MESSAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS RELEASE AND THAT YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE COMPANY.

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